Proxy in connection with the Annual General Meeting of

Proxy in connection with the Annual General Meeting of Shareholders of
Ziggo N.V.
The undersigned:______________________________________________________________,
has applied as holder of shares for the meeting for ________________ shares in accordance with
the instructions stated in the convening notice for attending the Annual General Meeting of
Shareholders of Ziggo N.V. on 17 April 2014 ("AGM"), and declares to grant hereby a power of
attorney to M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal
substitute and/or each (junior) civil-law notary of Stibbe (each individually):
-
to represent the undersigned at the AGM of Ziggo N.V. on 17 April 2014, to address the
meeting and to vote with respect to the agenda items mentioned below, as further stated in
the agenda with explanatory notes, in accordance with the instruction how to vote given
below by the undersigned for all shares with respect to which the undersigned is entitled to
vote and for which the undersigned has applied for the afore-mentioned meeting.
Agenda item (4). Adoption of the Annual Accounts 2013
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (5)(b). Appropriation of profit
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (6). Discharge members of the Management Board
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (7). Discharge members of the Supervisory Board
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (9). Appointment of external auditor
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (10). Extension of the authority of the Management Board to repurchase shares
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (11)(a). Extension of the authority of the Management Board to issue shares
(including the grant of rights to subscribe for shares)
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Agenda item (11)(b). Extension of the authority of the Management Board to limit or exclude
the pre-emptive rights
With respect to this agenda item
☐I do not give any instruction how to vote;
☐I give the following instruction: ☐refrain from voting ☐vote in favour ☐vote against
Insofar the undersigned has indicated not to give any instruction how to vote, this means that M.A.J.
Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal substitute and/or each
(junior) civil-law notary of Stibbe will vote in favour of the agenda item. The undersigned shall not
hold the attorney liable for any legal act of the attorney performed in accordance with this power of
attorney.
The undersigned agrees to indemnify and to hold harmless the attorney against any claims,
actions or proceedings made against the attorney and against any damages, costs and expenses
that the attorney might incur for any steps taken by the attorney in connection with the power of
attorney.
This form must have been received by M.A.J. Cremers, civil-law notary in Amsterdam, the
Netherlands, at the offices of Stibbe (Strawinskylaan 2001, 1077 ZZ Amsterdam, the Netherlands)
or, if sent in pdf-form electronically at her e-mail address [email protected] ultimately on
11 April 2014, 17.00 hours (PM).
In the event the shareholder later decides to attend the meeting he has the possibility to withdraw his
(electronic) proxy and voting instruction prior to the meeting, at the reception desk.
Dutch law shall apply to this power of attorney and the explanation thereof. Disputes, if any, with
respect to this power of attorney shall be exclusively submitted to the competent Court in
Amsterdam.
(2)
Signed in
(place)
Signature:
_________________________________
Name:
_________________________________
Holder
of
a
[Dutch]
____________________,
/
at
_________________________
(date)
passport
with
number
of which a copy shall be attached to this power of attorney as Annex A1
1
Insofar the signatory of the power of attorney is not acting on behalf of himself but on behalf of a company or legal entity, there must
also be attached documents evidencing that the signatory is hereby authorised to represent the company or legal entity (e.g. by means of
an extract of the Trade Register evidencing the above).
(3)

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